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(Incorporated As a Joint Stock Company in the Republic of Italy And SUPPLEMENT DATED 5 JULY 2017 TO THE COVERED BOND PROSPECTUS APPROVED ON 28 JULY 2016 AS SUPPLEMENTED ON 12 AUGUST 2016, ON 26 JANUARY 2017, 1 MARCH 2017 AND ON 12 APRIL 2017 UNIONE DI BANCHE ITALIANE S.P.A. (incorporated as a joint stock company in the Republic of Italy and registered at the Companies' Registry of Bergamo under registration number 03053920165) Euro 15,000,000,000 Covered Bond (Obbligazioni Bancarie Garantite) Programme unconditionally and irrevocably guaranteed as to payments of interest and principal by UBI FINANCE S.R.L. (incorporated as a limited liability company in the Republic of Italy and registered at the Companies' Registry of Milan under registration number 06132280964) This document constitutes a supplement (the “Supplement”) to the prospectus dated 28 July 2016, as supplemented on 12 August 2016, on 26 January 2017, 1 March 2017 and on 12 April 2017 (the “Prospectus”), which constitutes a base prospectus under Article 5.4 of Directive 2003/71/EC, which includes the amendments made by Directive 2010/73/EU (the “Prospectus Directive”) and is prepared in connection with the Euro 15,000,000,000 Covered Bond (Obbligazioni Bancarie Garantite) Programme (the “Programme”) of Unione di Banche Italiane S.p.A. (the “Issuer” or “UBI Banca”), unconditionally and irrevocably guaranteed as to payments of interest and principal by UBI Finance S.r.l. (the “Guarantor”). This Supplement is supplemental to, and shall be read in conjunction with, the Prospectus and any other supplement to the Prospectus prepared by the Issuer under the Programme. Terms defined in the Prospectus have the same meaning when used in this Supplement, unless they have been specifically defined herein. This Supplement has been approved by the Central Bank of Ireland, as competent authority under the Prospectus Directive. The Central Bank of Ireland only approves this Supplement as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. The Issuer and the Guarantor accept responsibility for the information in this Supplement. To the best of the knowledge of the Issuer and the Guarantor (having taken all reasonable care to ensure that such is the case), the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information. This Supplement has been produced to (i) update the section of the Prospectus entitled “Risk Factors”; (ii) incorporate by reference in the Prospectus the audited consolidated annual financial statements of the Issuer as at and for the year ended on 31 December 2016 contained in the Issuer's reports and accounts 2016, together with the audit report thereon (“Issuer’s Reports and Accounts 2016”), the Issuer’s Interim Financial Report as at and for the period ended on 31 March 2017 (“Issuer’s Interim Financial Report”), certain press releases of the Issuer and the Guarantor’s audited non-consolidated - 1 - financial statements for the financial year ended on 31 December 2016 together with the relevant auditor’s report thereon (the “Guarantor’s audited non-consolidated financial statements”), (iii) update the section of the Prospectus entitled “Information Incorporated by Reference” in order to include reference to the Issuer’s Reports and Accounts 2016, the Issuer’s Interim Financial Report, the Guarantor’s audited non-consolidated financial statements and some press releases recently published by the Issuer; (iv) update the section entitled “The Issuer” in order to include some additional paragraphs among the “Recent developments”; (v) update the section entitled “General Information” included in the Prospectus; and (vi) describe the purpose and the content of the amendments to the Transaction Documents executed on 23 May 2017. * * * * * - 2 - RISK FACTORS Under the section headed “Investment Considerations relating to the Issuer”, starting from page 21 of the Prospectus, the following new paragraph is added: “Risks relating to the acquisition of the Target Bridge Institutions On 10 May 2017, the Issuer completed the acquisition (the “Acquisition”) of the entire share capital of Nuova Banca delle Marche S.p.A., Nuova Banca dell’Etruria e del Lazio S.p.A. and Nuova Cassa di Risparmio di Chieti S.p.A. (the “Target Bridge Institutions”) pursuant to the purchase agreement entered into on 18 January 2017, (the “Acquisition Agreement”) by and between the Issuer and the Bank of Italy, on behalf of, and in its capacity as managing entity for, the Italian National Resolution Fund (Fondo Nazionale di Risoluzione) (the “Seller”). In addition to the standard risks relating to acquisition transactions, the Acquisition involves specific risks deriving from the past activities of the Target Bridge Institutions. Specifically, the Target Bridge Institutions were formed as “bridge bank institutions” to hold certain assets and liabilities of the Old Banks (as defined below) in connection with the resolution of Banca delle Marche S.p.A., Banca Popolare dell’Etruria e del Lazio S.c.p.a. and Cassa di Risparmio della Provincia di Chieti S.p.A. (collectively, the “Old Banks”) pursuant to the BRRD and national implementing legislation. Each of the Old Banks is currently under mandatory administrative liquidation (risoluzione coatta amministrativa). In the context of extraordinary administration (amministrazione straordinaria) and as a result of the inspections previously carried out by the Bank of Italy and CONSOB in relation to the Old Banks, both the supervisory authorities and provisional administrative bodies (organi commissariali) identified management deficiencies; inadequate corporate, organisational, administrative and accounting structures within the banks and their subsidiaries; as well as the violation of regulations regarding the provision of banking and financial services to customers. On the basis of such deficiencies and inadequacies, each Old Bank was put into extraordinary administration and administrative fines were imposed on members of the bank’s management and control bodies. In light of the deficiencies and inadequacies indicated above and the gradual reduction in the share capital of the Old Banks – which was exacerbated by the lengthy recession of the Italian economy, against the broader background of the financial and economic crisis in Europe – the Bank of Italy initiated the procedure for the financial recovery of the Old Banks based on a programme which included the following measures: (i) the total reduction of reserves and share capital and nominal value of class 2 elements eligible for computation in own funds of the Old Banks with the aim of partially covering losses; (ii) the establishment of the Target Bridge Institutions as “bridge institutions” with the aim of ensuring continuity in the credit and financial services already provided by the Old Banks pursuant to Article 42 of Legislative Decree 180/2015; (iii) the transfer of all rights, assets and liabilities constituting the banking businesses of the Old Banks to the respective New Bank, with the exception of subordinated debt which is not eligible for computation as own funds issued by the relevant distressed bank; (iv) the establishment of a special purpose vehicle (i.e., REV – Gestione Crediti S.p.A. “REV”), whose share capital is held by the Bank of Italy, for the purpose of acquiring the bad loan (sofferenze) assets held by the bridge institution, pursuant to Article 46 of Legislative Decree 180 of 16 November 2015. The Target Bridge Institutions – which were incorporated in November 2015 – recorded substantial losses due to, inter alia, adjustments to their asset value and the fact that their incorporation formed part of the first resolution of distressed banks in the Italian market, and the media effects of this event had an impact on reputation, customers and deposits, affecting the ability to recover confidence in the institutions. - 3 - Losses incurred by the Target Bridge Institutions (or their businesses) in the current fiscal year and/or in the future, could result in a material adverse effect on the Issuer and/or the Group’s business, financial condition and results of operations. In addition, changes in the regulatory and macroeconomic landscape as well as in the Group’s banking insurance, financial and real estate market performance, could result in the need for further adjustments or write downs or additional incurred costs, resulting in a material adverse effect on the Group and/or the Group’s business, financial condition, results of operations and business prospects. Further administrative fines were imposed on members of the management and control bodies of the Old Banks as a result of significant management, organization, administrative and accounting structure deficiencies, as well as violation of the regulation applicable to the provision of banking and financial services to customers. Third parties may start legal proceedings against the Target Bridge Institutions based on, or connected with, the findings of the competent Supervisory Authorities and/or the related sanctions. Such third parties include clients, creditors and other contractual counterparties of the Old Banks as well as shareholders and underwriters of other financial instruments (e.g., shares or bonds) issued and placed by the Old Banks as part of their banking and financial services to customers. These third parties, including those which have already filed claims, may use the findings of the inspection carried out by the Supervisory Authorities and
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